(F) To delegate or substitute in favor of one or several people in whole or in
 part the powers conferred in this power.



This power is granted to Lessor and its attorneys and legal representatives and
shall not be revoked, modified or limited in any manner without its consent.

 COMPANIA PANAMENA DE AVIACION, S.A.

 By:\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_\_
 Name:
 Title:

 161


 SCHEDULE 10

 FORM OF COPA HOLDINGS, S.A. GUARANTEE

 THIS GUARANTY is given as of the \_\_\_ day of December, 2004 by COPA
HOLDINGS, S.A., a company formed under the laws of the Republic of Panama and
having its principal place of business at Avenida Justo Arosemena y Calle 39,
Apartado 1572, Panama 1, Republic of Panama (the "Guarantor") in favor of WELLS
FARGO BANK NORTHWEST, N.A., not in its individual capacity, but solely as
trustee under the Trust Agreement dated as of December \_\_\_, 2004, as Lessor (the
"Lessor") for the benefit of Lessor and Beneficiary, (collectively, the
"Guaranty Beneficiaries" and individually, a "Guaranty Beneficiary").

WHEREAS